Human Resources Policies

POLICY: CODE OF CONDUCT
POLICY NUMBER: OGC-5
Effective Date: November 11, 2004
Revisions: February, 2007, September 2007, October 2008, May 2009
Responsible Office: Vice President and General Counsel
Table of Contents

Preamble

Code of Conduct
Principle 1. Legal Compliance
Standards
1.1 Public Purpose/Non-Profit Status
1.2 Lobbying/Political Activity
1.3 Environmental
1.4 Discrimination
1.5 Criminal Laws

Principle 2. Personal Relationships
Standards
2.1 Relationships with Students
2.2 Relationships between Employees
2.3 Relationships with Patients

Principle 3. Business Ethics
Standards
3.1 Honest Communication
3.2 Proper Use of Proprietary Information
3.3 Ethical Dealings

Principle 4. Confidentiality
Standards
4.1 Education Records
4.2 Personnel Actions/Decisions
4.3 Proprietary Information
4.4 Patient Information
4.5 Financial Information

Principle 5. Conflicts of Interest
Standards
5.1 Outside Financial Interests
5.2 Services for Competitors/Vendors
5.3 Participation on Boards of Directors or Trustees
5.4 Honoraria

Principle 6. Business and Professional Relationships
Standards
6.1 Gifts and Gratuities
6.2 Workshops, Seminars and Training Sessions
6.3 Use of Non-Public Information
6.4 Business Inducements
6.5 Alumni/ae and Other Supporters of the University

Principle 7. Protection of Assets
Standards
7.1 Internal Controls
7.2 Financial Reporting
7.3 Travel and Entertainment
7.4 Personal Use of University Assets

Administration and Application of this Code of Conduct
Directory of Referenced Officers

PREAMBLE
All members of the Drexel University Community - students, faculty, employees, and members of the Board of Trustees - share responsibility for the welfare of the institution. That obligation extends not just to the institution, but to all other parts of the enterprise. Unique in our society, university communities depend in significant measure upon the integrity, honesty, good citizenship and professional conduct of their members.

Universities are also unique in requiring for their success a spirit of open and free inquiry, of pluralism, of creativity and of appreciation and respect for difference.
Just as all citizens enjoy certain freedoms and owe certain responsibilities to society at large, so too do those who benefit from their relationship with the Drexel University community owe obligations to it. Those obligations can be broadly summarized as follows:

Legal Compliance: The University and its members will strive to ensure that all activity conducted by, at, or on behalf of the University is in full compliance with the law and the official policies of the University.

Confidentiality: The University and its members shall strive to ensure the confidentiality of any information given to it in trust, in accordance with applicable ethical and legal, professional and legal standards.

Respect for Difference: The University and its members will maintain an atmosphere welcoming to individual and social diversity in which ethnic differences, gender differences and intellectual differences are respected by others and treated as a valuable addition to and part of the intellectual and cultural life of the University.

Intellectual Integrity: The University shares a commitment to all others, and to society at large, to engage in the educational mission of the University in the spirit of free and open inquiry and with both personal and intellectual honesty and integrity.

Administrative Integrity: Those who are charged with responsibility for conducting the affairs of the University and administering its policies, programs, and divisions must perform their duties in a fair, honest, and consistent fashion, without regard to their personal preferences, biases or prejudices.

Business and Professional Ethics: Those who are part of the University community are representatives of the University, whether or not intending to be so; and as representatives they must comport themselves in accordance with the ethical standards of their business or profession, and not engage in any activity or scheme intended to deprive anyone unfairly of money, property, or services.

Business Relationships: The University and any of its citizens who are in a position of conducting business transactions with vendors, contractors and other third parties on behalf of the University shall not accept gifts or favors, or solicit such gifts or favors, or other improper inducements in exchange for exercising influence or providing assistance in a business transaction affecting the University.

Conflicts of Interest: The University and its members will not use their position or membership in the community to profit personally or to assist others in profiting in any way at the expense of the organization.

Protection of Assets: The University and its members will strive to preserve, protect, and enhance the University's assets by making prudent and effective use of University resources and property and by accurately reporting its financial condition.
These obligations, owed by each of us to each of us, are more fully described in the following Code of Conduct, which was created by a University Advisory Committee comprised of faculty, staff, and administrators in May 2003, submitted to the University community for comment, and approved by the Board of Trustees in December 2003.

Because this Code of Conduct is available on the University's website, all members are encouraged to review it whenever they believe that they are, or might find themselves to be, in a situation where their actions might reflect poorly on the University, its integrity, its mission, its responsibilities to its students and patients, its standing, or its reputation; and to seek guidance from the Office of the General Counsel (hereinafter collectively referred to as “General Counsel”) or the Chief Compliance Officer.

CODE OF CONDUCT
This Code of Conduct contains Principles articulating the policy of the University and Standards, which are intended to provide additional guidance to persons functioning in managerial or administrative capacities.

All members of the University community are responsible for ensuring that their behavior and activity are consistent with the Code of Conduct as well as University policies and procedures, and applicable federal, state and local laws and regulations, and professional standards (hereinafter collectively referred to as “Applicable Rules”).

As used in this Code of Conduct, the term the “University” is meant to include the whole of the university: each of its colleges, schools, divisions, subsidiaries, operating and business units, its administration, its boards of advisors, and its Boards of Trustees.

The terms “officer,” “faculty,” “trustee,” “employee,” “agent” and “student,” include any person who fills such a role or provides services on behalf of any part of that whole University. The term “student” refers to any student enrolled in the University whether graduate or undergraduate, full-time or part-time.

If any member of the University community believes that these standards are not being honored, the member should notify a supervisor, a member of the faculty, or a Senior Vice President of the University, or call or log on to the University's confidential hotline:
866-358-1010 (toll free)
or
https://secure.ethicspoint.com/domain/en/report_custom.asp?clientid=14030

Principle 1 - Legal Compliance
The University will strive to ensure that all activity by or on behalf of the organization is in compliance with Applicable Rules.

The following Standards are intended to provide guidance to members of the University community to assist them in their obligation to comply with Applicable Rules. These standards are neither exclusive nor complete. Members of the University community are required to comply with all Applicable Rules, whether or not specifically addressed in these policies. If questions arise regarding the existence, interpretation, or application of any law, they should be directed to the Chief Compliance Officer or the General Counsel.

Standard 1.1 – Public Purpose/Non-Profit Status
As a non-profit entity, the University has a legal and ethical obligation to act in compliance with applicable laws, to engage in activities in furtherance of its charitable purpose, and to ensure that its resources are used in a manner which furthers the public good rather than the private or personal interests of any individual. Consequently, the University and members of the University community will avoid compensation arrangements in excess of fair market value, will accurately report financial matters to appropriate taxing authorities, and will file all tax and information returns in a manner consistent with applicable laws. All members of the University community will use their best efforts not to waste University resources, and to use them to their most efficient purposes.

Standard 1.2 – Lobbying and Political Activity
Federal, state and local laws require that Drexel University and its employees report to the respective government agencies any activity on the University’s behalf that constitutes lobbying. Because federal law restricts the amount of lobbying that a non-profit may do, it is essential that the University be aware of all activity which might be construed as lobbying.  While the University encourages its members to be engaged in civic life, the University expects each member of the University community to refrain from engaging in activity which may result in fines or penalties or jeopardize the tax-exempt status of the organization, including lobbying and political activities which are not permitted by the Applicable Rules.

1.2.1 - CONTACTS WITH GOVERNMENT OFFICIALS, STAFF, AGENCIES AND OTHER POLITICAL AND GOVERNMENTAL BODIES

PURPOSES
The primary purpose of this policy is to ensure that the University is aware of all contacts with publicly elected officials as well as representatives of various government offices, departments and agencies, so that the University may comply with the Applicable Rules relating to lobbying by properly reporting said activities. There are substantial penalties for violations of the applicable federal and state laws applicable to lobbying activities and the disclosure requirements associated with such activities. For these reasons, the following principles and guidelines have been established.

A secondary, but no less important, purpose of this policy, is to make sure that the University’s lobbying activities are consistent and effective, which can only occur if they are coordinated.  For this reason, it is necessary to keep the President and Vice President for Government and Community Relations (OGCR) as well as other chief administrative officers informed about the nature of such contacts with representatives of federal, state and local governments. 

This policy is also designed to help members of the University Community understand the importance of lobbying laws as well to differentiate between official actions on behalf of the University and personal actions.  Members of the University Community are expected to confirm at all appropriate times that they are acting as individuals rather than in an official capacity on behalf of the University.  On occasions when duties as an official member of the University community call upon an individual to contact governmental officials, agencies, or other political and governmental bodies, the following procedures are designed to aid the individual and the University to more effectively present an authorized, accurate, and persuasive presentation.  

LOBBYING

1. The United States government, the Commonwealth of Pennsylvania, and certain localities have laws requiring registration and reporting by lobbyists and, in some cases, by the lobbyist’s employer.  The definition of what constitutes “lobbying” varies according to jurisdiction, but can be generally defined as any effort, whether direct or indirect, to influence legislative or administrative action.
2. “Lobbying,” more broadly defined, is the attempt to influence federal, state, or local officials involved in the preparation, research, drafting, introduction, consideration, modification, amendment, approval, passage, enactment, tabling, postponement defeat or rejection of legislation, legislative motions, rules, regulations, funding or other forms of governmental (agency) directives through direct or indirect communications, use of office resources (expenditures) and/or providing gifts, hospitality or transportation or lodging for the purpose of advancing the interest of the lobbyists or principal. 
3. To ensure that Drexel University and the Members of the University Community are in compliance with these laws, the only agent of the University authorized to retain third party lobbyists is the OGCR, without exception. 

PRINCIPLES AND GUIDELINES

1. Where its experience may be helpful, the University, through its authorized agents, may publicly offer recommendations concerning legislation or regulations being considered. In addition, it may analyze and take public positions on issues that have a relationship to the operations of the University when the University's experience contributes to the understanding of such issues. Such activities further the purpose of the University and demonstrate its commitment to the public good.  
   If the University takes an institutional position on an issue, however, this must be approved by the applicable Departmental Dean or Departmental Vice President.  The President and the Vice President for Government and Community Relations, or their respective designees, are the only University representatives authorized to express University positions to elected officials, congressional and senate staff, political appointees, and representatives of government agencies.
   
2. The University has many contacts and dealings with governmental bodies and officials.  All such contacts and transactions must be conducted in an honest and ethical manner in accordance with all Applicable Rules. Any attempt to influence the decision-making process of governmental bodies or officials by an offer of any benefit is absolutely prohibited. Any requests or demands by any governmental representative for any benefit should be immediately reported to the Office of the General Counsel.
   
3. Personal and professional contacts with governmental groups, in person or in writing, should be done in the name of the individual or professional group, and should not make reference to Drexel University or any of its affiliates or subsidiaries, including without limitation the Drexel University College of Medicine.   University letterhead, title, personnel or any other resources of the University may not ever be used with respect to such personal or professional contacts, and it should be made clear that the request is not being made on behalf of the University.
   
4. When an individual wishes to make an appearance before a legislative body to request support, or wishes to issue invitations to elected officials or agency officials to make official visits to the University, such action requires prior authorization under the following procedures:
   1. Appearances on behalf of the University before federal or state, or local bodies require prior approval from both the appropriate Departmental Dean/Vice President and the Vice President for Government and Community Relations. When University employees appear before such bodies as representatives of other agencies, such as professional societies, the employee must give prior notice to the appropriate Departmental Dean/Vice President and the Vice President for Government and Community Relations.
   2. A request to an elected official for support of grant proposals and other University interests requires knowledge of existing and/or past relationships between the University and the official or the relevant granting agency. In order to present requests at the federal, state and local levels most effectively, approval must be obtained from both the applicable Departmental Dean/Vice President and the Vice President for Government and Community Relations prior to submission.
   3. The University welcomes visits by elected officials, whether they visit as private citizens or in their capacities as government officials. Invitations to elected officials to visit the campus of the University in their official capacity are to be approved in advance by the Dean of the sponsoring College in consultation with the Vice President of Government and Community Relations.
   4. Responses to requests for information, reports, and statistics from elected officials and their staffs are to be promptly shared with and coordinated through the Vice President for Governmental and Community Relations and the applicable Departmental Dean/Vice President.
   5. After approved contacts or visits have been made with federal, state, or local officials by a person on behalf of Drexel University or any of its affiliates or subsidiaries, including the Drexel University College of Medicine, a written report on the contact and its outcome(s) is to be provided to the Vice President for Government and Community Relations.

1.2.2 - POLITICAL AND CAMPAIGN ACTIVITIES

PURPOSE
The University and its affiliates and subsidiaries, including without limitation the Drexel University College of Medicine, are required to comply with a variety of legal requirements, including those applicable to organizations that have tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.  Among those legal requirements are the laws that prohibit 501(c)(3) tax-exempt organizations from participating in certain political fundraising or campaign activities.  Institutions that are found to have engaged in impermissible political campaign activity are subject to fines, loss of federal grants and loss of their tax-exempt status.  Moreover, the institution can be put at risk by the activities of individuals with real or perceived authority to bind the institution, if their activities do not comply with the Applicable Rules.  Therefore, it is extremely important that the Principles and Guidelines of this policy be followed.

Although all members of the Drexel community are encouraged to take part in civic activities, including voting and participation in the electoral process, individuals must be mindful not to engage in activities that could jeopardize the tax-exempt status of the University or its affiliates or subsidiaries.  A 501(c)(3) organization is viewed as participating in political fundraising or campaign activities whenever the reasonable consequences of the activity have the potential to influence voter opinion or to provide financial or volunteer aid to a candidate. 

PRINCIPLES AND GUIDELINES

1. As private citizens, members of the University community are entitled to participate in and contribute to political organizations or campaigns, but they must do so as individuals, not as representatives of the University, and they must use their own funds, without reimbursement. Accordingly, no member of the University community at the University's expense may make any agreement to contribute any money, property or services of any other member of the University community to any political candidate, party, organization, committee, or individual in violation of any Applicable Rule. 
   
2. Individuals on their own time, and not as representatives of the University, may engage in political fundraising activities and support political candidates.  They are not permitted, however, to utilize their University position or title, or the names, logos, symbols, websites, email accounts, letterhead, assets, equipment, personnel, mailing lists, owned or leased facilities, or other resources of the University or any of its colleges or schools; to ask others in the University to do so; or to otherwise engage in such activities in a way that might give the impression they are acting as a representative of, or on behalf of, the University.  In determining whether an individual has acted in an individual capacity or as a representative of the institution, the Internal Revenue Service looks at a variety of factors including the use of the institution’s assets, personnel or resources; whether the political campaign activity occurred on the premises of the institution; whether political views were expressed in the institution’s publication; and whether political views were expressed at functions sponsored by the institution. 
3. Employed personnel of the University, its affiliates or subsidiaries, including without limitation the Drexel University College of Medicine, shall be free to participate in political activities on the national, state, or local level such as running for political office, managing political campaigns, and assuming leadership roles in political organizations, provided that the participation does not present the full discharge of their obligations to the University.  In any such activities the individual must make clear that he or she is acting as a private citizen and is in no way representing the University.
4. Any appearances by individuals seeking elective office at University-sponsored functions or at University owned or leased facilities must be approved by and coordinated under the direction of the President or the Vice President of Government and Community Relations.  While such appearances are allowed by law, the law also requires that equal opportunities be given to others seeking the same office, the University or its representatives cannot show support for a particular candidate, and no political fundraising may occur at the appearance. 
5. Retaliation by any member of the University Community who engages in political activities against any other member of the University Community who makes a good faith complaint of having been coerced or asked improperly to support or participate in such activities, or having been subject to adverse employment, academic or other consequences or decisions as a result of not supporting or participating in such political activities, is a violation of this policy and will not be tolerated by the University.

Standard 1.3 – Environmental
It is the policy of the University to manage and operate its business in the manner which respects our environment and conserves natural resources. Members of the University community will strive to utilize resources appropriately and efficiently, to recycle where possible and shall handle all hazardous materials and dispose of all waste in accordance with applicable laws and regulations, and to work cooperatively with the appropriate authorities to remedy any environmental contamination for which the University may be responsible.

Standard 1.4 – Discrimination
The University believes that the fair and equitable treatment of members of the University community, patients, and other persons is essential to fulfilling its mission, vision and goals.

It is a policy of the University to provide its services without regard to the race, color, religion, sex, sexual preference, ethnic origin, age, or disability of such person, or any other classification prohibited by law.

It is a policy of the University to recruit, hire, train, promote, assign, transfer, layoff, recall, and terminate members of the University community based on their own ability, achievement, experience and conduct without regard to race, color, religion, sex, sexual preference, ethnic origin, age, disability, or any other classification prohibited by law.

The University welcomes diversity, and honors its Founders' vision through its policies of inclusion and respect for differences. No form of harassment or discrimination on the basis of sex, race, color, disability, age, religion, sexual preference, ethnic origin, disability, or any other classification prohibited by law will be permitted. Any allegation of harassment or discrimination will be promptly investigated in accordance with applicable University policies.

See:
HR-1 Affirmative Action and Equal Opportunity Policy
HR-2 Non-Discrimination/Reasonable Accommodation of Individuals with Disabilities
HR-3 Harassment Policy
HR-4 Discrimination or Harassment Complaint Resolution Procedure

Standard 1.5 – Criminal Laws
The University expects that members of the University community shall not violate any criminal laws.

Principle 2 – Personal Relationships
A core principle of any university is respect for personal dignity. While the University will respect the privacy of its members, it recognizes that there exists the opportunity for the inappropriate use of power, trust or authority, of a teacher over a student, of a supervisor or administrator over an employee, or of a physician over a patient. Abuse of such power will not be tolerated, and the appearance of impropriety must be avoided.

Standard 2.1 – Relationships with Students
Students of all levels of age and maturity come to the University to learn. The special relationships they are able to form with members of the faculty are the best of what a University can offer. Such close academic relationships, however, are susceptible to being misconstrued as inviting social or sexual relationships, or to suggesting to others that such a relationship might exist. It is prohibited for any employee of the University to have a romantic or sexual relationship with a student who is a minor or an undergraduate student of any age who is subject to that employee's direct or indirect authority or control (that is, anywhere within the chain of academic responsibility for that student, from advisor or teacher, through department head, school director or dean, and provost).
Romantic and sexual relationships between adult graduate students and University employees are strongly discouraged and must be entered into with great sensitivity to the potentials for misperception and abuse; if they exist, they must be immediately disclosed in accordance with University policy, and the employee must immediately removed from any direct or indirect responsibility, authority or control, real or perceived, over the student.

Standard 2.2 – Relationships between Employees
The University recognizes that it asks much of its employees, and that those who give the most often find themselves enjoying personal relationships with other employees. When the employees are at the same level in the organization and in different units or departments, the opportunities for friction are minimized; but where they work together, and especially where one works for another, the opportunity arises for real or perceived conflicts of interest. Romantic, sexual or familial relationships between employees in the same administrative unit or department are strongly discouraged and must be entered into with great sensitivity to the potentials for misperception and abuse; and if they exist, they must be immediately disclosed in accordance with University policy and the employees separated (physically or organizationally), so that one does not have any direct or indirect responsibility, authority or control, real or perceived, over the other.   Any and all steps taken to eliminate any real or potential authority or control one employee has over the other must be set forth in writing by the applicable senior administrator and filed in both employees’ personnel files.
See:
HR-5 Personal Relationships  
HR-46 Nepotism/Employment of Relatives

Standard 2.3 – Relationships with Patients
Romantic and sexual relationships between health care providers and current patients are prohibited. Romantic or sexual relationships with former patients are strongly discouraged because they may be unduly influenced by the previous physician— patient relationship. Such relationships should be entered into only with extreme caution and sensitivity. Before embarking upon such a relationship, the health care professional must ensure that the professional/patient relationship has ceased, that the patient has an alternate health care provider, and that the applicable ethics and codes of conduct of the profession are fully observed.

Principle 3 – Business Ethics
In furtherance of the University's commitment to the highest standards of business ethics and integrity, members of the University community will accurately and honestly represent the University and will not engage in any activity or scheme intended to defraud or unfairly deprive anyone of money, property, or services.
The Standards set forth below are designed to provide guidance to ensure that the University's business activities reflect the highest standards of business ethics and integrity. The conduct of members of the University community not specifically addressed by these standards must still be consistent with Principle 2.

Standard 3.1 – Honest Communication
The University requires candor, honesty, and cooperation from individuals in the performance of their responsibilities and in communication with our attorneys, auditors and consultants. No member of the University community shall make false or misleading statements to any patient, student, employee, law enforcement official, or person or entity doing business (or seeking to do business) with the University.

Standard 3.2 – Proper Use of Proprietary Information
Members of the University community shall not misappropriate confidential or proprietary information belonging to another person or entity nor utilize any publication, document, computer program, information, idea or product in violation of another person's or entity's interest in or rights to such property. All members of the University community are responsible to ensure they do not improperly copy or use documents or computer programs in violation of applicable copyright laws or licensing agreements.

Members of the University community shall not utilize confidential business or scientific information obtained from competitors or other parties, including customer lists, price lists, contracts or other information, in violation of prior employment agreements, nondisclosure or confidentiality agreements, or in any other manner likely to provide an unfair competitive advantage to the University.
See:
Conduct of Research Policy, Part VI, Peer Review and Privileged Information 
Acceptable Use Policy

Standard 3.3 – Ethical Dealings
In addition to this Code of Conduct, professional employees of the University are obligated to perform their duties in full compliance with the codes of conduct that apply to their professions. In addition, certain departments (Finance/Treasurer's Office and Institutional Advancement) have adopted detailed codes of conduct that apply more particularly to the functions they perform; and those codes also must be followed.
See: Principle 5 – Business and Professional Relationships – below.

Principle 4 – Confidentiality
All members of the University community shall strive to maintain the confidentiality of all confidential information in accordance with applicable legal and ethical standards.
Members of the University community are in possession of and have access to a broad variety of confidential, sensitive and proprietary information, the inappropriate release of which could be injurious to individuals, affiliated institutions and parties with which the University does business, and the University itself. Each member of the University community has an obligation to actively protect and safeguard confidential, sensitive and proprietary information in a manner designed to prevent the unauthorized disclosure of information.
See:  HR-50 Confidentiality

Standard 4.1 – Educational Records
Student educational records will be maintained in accordance with all Applicable Rules. Students of the University who have reached the age of 18 have the right to inspect and review their own educational records. Generally, the University may not disclose information contained in education records without the student's written consent or legal process. If questions arise regarding an obligation to maintain the confidentiality of information or the appropriateness of releasing information, members of the University community should seek guidance from business unit management, the Registrar (who serves as the University's Family Educational Rights and Privacy Act Officer (“FERPA Officer”), or the General Counsel.
See:
Family Educational Rights and Privacy Act Policy 
Family Educational Rights and Privacy Act Guidelines

Standard 4.2 – Personnel Actions/Decisions
Salary, benefit and other information relating to the employment of members of the University community shall be treated as private and confidential. Personnel files, payroll information, disciplinary matters, and similar information shall be maintained in a manner designed to ensure confidentiality in accordance with applicable laws. Members of the University community will exercise due care to prevent the release or sharing of information beyond those persons who may need such information to fulfill their job function, and shall give notice to the employee if any confidential information is required to be given to third parties.

Standard 4.3 – Proprietary Information
Information, ideas and intellectual property assets of the University are important to organizational success. Information pertaining to the University's competitive position or business strategies, payment and reimbursement information, trade secrets, research, inventions, and information relating to negotiations with members of the University community or third parties should be protected and shared only with members of the University community having a need to know such information in order to perform their job responsibilities. Members of the University community should exercise care to ensure that intellectual property rights, including patents, trademarks, copyrights, and software, are carefully maintained, preserved and protected.
See:  
Copyright Policy
Patent Policy
Conduct of Research Policy

Standard 4.4 – Patient Information
All members of the University community have an obligation to conduct themselves in accordance with the principle of maintaining the confidentiality of patient information in accordance with all Applicable Rules, and especially the Healthcare Information Portability and Accountability Act (“HIPAA”). Members of the University community shall refrain from revealing any personal or confidential information concerning patients unless supported by legitimate business or patient care purposes. If questions arise regarding an obligation to maintain the confidentiality of information or the appropriateness of releasing information, members of the University community should seek guidance from business unit management, the Chief Privacy Officer, or the General Counsel.
See:    Drexel University College of Medicine Notice on Patient Privacy

Standard 4.5 – Financial Information
The risk of “identity theft” is real. All members of the University community must ensure that personally identifying information provided to the University by employees, students, potential students, and their families (especially parents and spouses) be kept confidential. This includes social security numbers, birth dates, credit card numbers, location of bank accounts, and any other personal financial information (provided, for example, with financial aid applications or alumni fund gifts). Protecting the confidentiality of that information from unauthorized access is now a matter of federal law (Gramm Leach Bliley Act).
See:
Security of Enterprise Systems Policy
Information Security Plan Policy

Principle 5 – Conflicts of Interest
All members of the University community are expected to carry out their responsibilities with the highest level of integrity and ethical behavior and to discharge their duties in the best interests of the University, and may not use their positions to profit personally, or to assist others in profiting, in any way at the expense of the organization.

The University relies on employees to safeguard the University's assets in dealings with third parties. Before any transaction occurs, every member of the University community is required to disclose personal relationships and business activities with contractor personnel who may be construed by an impartial observer as influencing the member's performance or duties. Those employees whose positions give them substantial responsibility for transacting business on behalf of the University (called “Applicable Employees” in the University's Conflict of Interest and Commitment Policy) are expected to regulate their activities so as to avoid actual impropriety and/or the appearance of impropriety which might arise from the influence of those activities on business decisions of the University, or from disclosure or private use of business affairs or plans of the University.

Applicable Employees must disclose any conflict of interest in the annual Conflict of Interest Statement. If any person is in doubt about whether a situation constitutes a conflict of interest, the matter should be fully disclosed to that person's supervisor or the Chief Compliance Officerso that a determination can be made. Employees may also contact the General Counsel, Director of Internal Audit, Vice President for Research, or the Ombudsman regarding a question in this area. Violation of this Policy will result in appropriate disciplinary action up to and including, termination of employment, cessation of business with a vendor, and other appropriate remedies. The University will not represent or defend an employee from any claim arising out of a matter not disclosed pursuant to this Policy.

A complete statement of the obligations owed by members of the University to the University is set forth in the Policy on Conflicts of Interest and Commitment, which requires Applicable Employees to certify their adherence to this Policy in writing once each year, and to disclose any potential conflicts whenever they might arise.
See:    Conflict of Interest and Commitment Policy  

Standard 5.1 – Outside Financial Interests
While not all inclusive, the following will serve as a guide to the types of activities by an Applicable Employee, or immediate family member (spouse, parents, children, siblings) of such person, which might cause conflicts of interest or the appearance of a conflict of interest:

1. Financial and ownership interests in or employment by any outside concern which does business with the University. “Ownership interests” include interests in a partnership or closely held corporation in which the Applicable Employee has more than a 5% ownership interest (including spouse and children) in a partnership or closely held corporation. The University may, following a review of the relevant facts, permit ownership interests which exceed these amounts if management concludes such ownership interests will not adversely impact the University's business interest or the judgment of the Applicable Employee.
   
2. The University considers a significant financial interest to be anything of monetary value, including equity interest. An equity interest creates a conflict of interest when, aggregated for the Applicable Employee, spouse and dependent children, it either exceeds $10,000 in value and represents more than a 5% ownership interest in a single entity, or generates salary, royalties, or other payments in a twelve-month period.
   
3. Conduct of any business not on behalf of the University, with any of the University's vendors, suppliers, contractors, or agencies, or any of their officers or agents.
   
4. Representation of the University by an Applicable Employee in any transaction in which (s)he or a family member (broadly defined) has a substantial personal interest.
   
5. Disclosure or use of confidential, special or inside information of or about the University, particularly for the personal profit or advantage of the Applicable Employee or a family member.
   
6. Competition with the University by an Applicable Employee, directly or indirectly, in the purchase, sale or ownership of property or property rights or interests, or business investment opportunities.
   
7. Disclosure of any personal activity or business opportunity which is within the scope of the activities of the University and exploitation of such opportunity, except upon written approval of the President.
   
8. Participation in a transaction with the University for personal profit, except upon the written approval of the President, which approval should be confirmed in a Disclosure Statement filed in accordance with the Conflict of Interest Policy.

See:    Conflict of Interest and Commitment Policy

Standard 5.2 – Services for Competitors/Vendors
No Applicable Employee shall perform work or render services for any competitor of the University or for any organization with which the University does business or which seeks to do business with the University outside of the normal course of his/her employment with the University, without the approval of the Chief Compliance Officer or the Applicable Employee's supervisor. Nor shall any such Applicable Employee be a trustee, officer, or consultant of such an organization, nor permit his/her name to be used in any fashion that would tend to indicate a business connection with such organization.

Standard 5.3 – Participation on Boards of Directors or Trustees

1. An Applicable Employee must obtain approval from his/her supervisor prior to serving as a member of the Board of Directors or Trustees of any organization whose interests may conflict with those of the University. The University retains the right to prohibit membership on any Board of Directors or Trustees where such membership might conflict with the best interest of the University.
   
2. An Applicable Employee who is asked, or who seeks, to serve on the Board of Directors or Trustees of any organization whose interest would not be reasonably expect to affect the University (for example, religious, civic, charitable or fraternal organizations) will not be required to obtain such approval.
   

Standard 5.4 – Honoraria
Members of the University Community, with the permission of their supervisor, are encouraged to participate as faculty and speakers at educational programs and functions. However, any honoraria in excess of One Thousand Dollars ($1,000.00) shall be turned over to the University unless the Member of the University Community used approved personal time to attend the program or that portion of the program for which the honoraria is paid.

Principle 6 – Business and Professional Relationships
Business with vendors, contractors and other third parties shall be transacted free from offers or solicitation of gifts and favors or other improper inducements in exchange for influence or assistance in a transaction.

The Standards set forth below are intended to guide members of the University community in determining the appropriateness of the listed activities or behaviors within the context of the University's business relationships, including relationships with vendors, providers, contractors, third party payors, and government entities. It is the intent of the University that this policy be construed broadly to avoid even the appearance of improper activity. If there is any doubt or concern about whether specific conduct or activities are ethical or otherwise appropriate, you should contact the Chief Compliance Officer or University Counsel.

See:    Conflict of Interest and Commitment Policy

Standard 6.1 – Gifts and Gratuities
It is the University's desire to at all times preserve and protect its reputation for fair and ethical dealing, and to avoid the appearance of impropriety, through implementation of the following standards:

1. Gifts Influencing Decision-making . It is in the nature of people to be nice, and to give gifts or provide courtesies as part of human interaction. Even so, the gift or courtesy might be misinterpreted, and give the appearance that it is “something more” that is intended to influence decisions by the person or organization. To avoid this possibility, members of the University community shall not accept gifts, favors, services, entertainment, or other things of value in any situation where decision-making or actions affecting the University might be influenced. Similarly, the offer or giving of money, services or other things of value with the expectation of influencing the judgment or decision-making process of any purchaser, supplier, customer, government official or other person by the University is absolutely prohibited and should be reported to the employee's supervisor or Chief Compliance Officer. For the same reasons, administrators shall not accept gifts from faculty and staff with to the extent that the appearance of fairness might be compromised. Gifts of nominal value, or gifts given generally, may be given and accepted without violating this Standard; no other gift may be accepted without formal disclosure and approval by the employee's supervisor.
Guidance as to what constitutes an acceptable gift, or one that should be disclosed, may be sought from the Chief Compliance Officer or University Counsel.

2. Gifts From Existing Vendors . Members of the University community may retain gifts from vendors which have a nominal value. (These Standards do not attempt to define “nominal” as a specific dollar value. Rather, the University expects members of the University community to exercise good judgment and discretion in accepting gifts.) If a member of the University community has any concern as to whether a gift should be accepted, that person should consult with his/her supervisor. To the extent possible, these gifts should be shared with the employee's co-workers.
Members of the University community shall not accept excessive gifts, meals, expensive entertainment, or offers of other goods or services which have more than a nominal value nor may they solicit gifts from vendors, suppliers, contractors, or other persons.
At a vendor's invitation, an individual may accept meals or refreshments at the vendor's expense. Occasional attendance at a local theater, outing or sporting event, or similar entertainment at vendor expense may also be accepted. In most circumstances, a regular business representative of the vendor should be in attendance with the member of the University community. Nothing in this policy shall prohibit a University department, business unit or supervisor from establishing stricter rules relating to the acceptance of gifts, gratuities or other things of value from vendors.

3. Gifts from Patients and Students. Members of the University community are prohibited from soliciting tips, personal gratuities, or gifts from patients and students and are prohibited from accepting gifts of money. Members of the University community may accept gifts of a nominal value from patients and students, but, in the case of students, faculty should not accept gifts of more than a nominal value while the student is enrolled in their class or while the faculty member has (or may appear to have) influence or control over the student's grades or academic career. If a patient or another individual wishes to present a monetary gift, (s)he should be referred to the appropriate business unit development office.

Standard 6.2 – Workshops, Seminars and Training Sessions
Attendance at local, vendor-sponsored workshops, seminars, and training sessions is permitted. Attendance, at vendor expense, at out-of-town seminars, workshops, and training sessions is permitted only with the written approval of an employee's supervisor.
Employees should be wary of signing any forms while attending such events to the extent that they seek to impose confidentiality requirements on the visitor/attendee; third parties seeking to enter into confidential relationships with the University must follow the University's procedures.

Standard 6.3 – Use of Non-Public Information
Members of the University community may not use for personal gain any information that is not publicly available, and which has been obtained as a result of their relationship with the University. All relationships with University stakeholders, including, but not limited to, vendors and donors, both current and prospective, must be conducted at arms' length, both in fact and appearance. Decisions to contract with the University or any of its departments or business units will be based solely on the merits of transactions and without implicit or actual inducement. Members of the University community must disclose personal relationships and business activities with contractor personnel who may be construed by an impartial observer as influencing the Member's performance or duties. Members of the University community have a responsibility to obtain confidential clarification in advance from the Chief Compliance Officer or University Counsel on questionable issues which may arise, and to comply, where applicable, with the University's Conflict of Interest policy. Moreover, the University expects its stakeholders to embrace these or similar ethical standards when dealing with the University; and failure to do so will be sufficient cause for termination of those dealings.

Standard 6.4 – Business Inducements
Members of the University community shall not seek to gain any advantage through the improper use of payments, business courtesies, or other inducements. Offering, giving, soliciting, or receiving any form of bribe or other improper payment is prohibited.
Appropriate commissions, rebates, discounts, and allowances are customary and acceptable business inducements provided that they are approved by the University management and that they do not constitute illegal or unethical payments. Any such payments must be reasonable in value, competitively justified, fully disclosed, properly documented, and made to the business entity to which the original agreement or invoice was made or issued. Such payments may not be made to individual members of the University community or agents of business entities.
In addition, members of the University community may provide gifts, entertainment, and meals of nominal value to University customers, current and prospective business partners, and other persons when such activities have a legitimate business purpose, approved by the appropriate supervisor, reasonable under the circumstances, and consistent with all Applicable Rules.

Standard 6.5 – Alumni/ae and Other Supporters of the University
The University is privileged to have the financial support of its alumni and alumnae and of businesses that recognize the value and importance of the University and its various programs.
It is the policy of Drexel University to enter into contracts for the purchase of goods and services solely on the merits of each transaction. In doing so, the University will consider several factors, including the experience, reputation and credentials of the seller; the suitability and “fit” of the good or service to the specific need and requirements of the University; and the commercial reasonableness of the terms. Among those suppliers who meet these objective criteria, it is also the policy of the University to do business whenever possible with those who have established themselves as supportive of the University and its mission. The fact that a graduate of the University, or a vendor or potential vendor, has not given a gift to the University shall not be used as a factor to preclude or burden the opportunity to do business with that person or vendor.
See Drexel University Board of Trustees Reaffirmation of Procurement Policy at:
http://www.drexel.edu/procurement/about/message.htm

Principle 7 - Protection of Assets
All members of the University community should strive to preserve and protect the University's assets by making prudent and effective use of University resources and properly and accurately reporting its financial condition.
The Standards set forth below are intended to guide members of the University community by articulating the University's expectations as they relate to activities or behaviors which may impact the University's financial health or which reflect a reasonable and appropriate use of the assets of a nonprofit entity. The University has adopted the “spirit” of the Sarbanes-Oxley Act of 2002, and asks all members to ensure that all material risks to the University are fully and accurately reported, understood, and reflected on its financial books and records.

Standard 7.1 – Internal Controls
The University has established control standards and procedures to ensure that assets are protected and properly used and that financial records and reports are accurate and reliable. All members of the University community share the responsibility for maintaining and complying with required internal controls.

Standard 7.2 – Financial Reporting
All financial reports, accounting records, research reports, expense accounts, time sheets, and other documents must accurately and clearly represent the relevant facts or the true nature of a transaction. Improper or fraudulent accounting, documentation, or financial reporting, or reporting that is intended to hide, obfuscate or mislead, is contrary to the policy of the University and may be in violation of Applicable Rules.

Standard 7.3 – Travel and Entertainment
Travel and entertainment expenses should be consistent with each member of the University community's job responsibility and the University's needs and resources. It is the University's policy that a member of the University community should not suffer a financial loss or a financial gain as a result of business travel and entertainment conducted on behalf of the University. Members of the University community are expected to exercise reasonable judgment in the use of the University's assets and to spend the University's assets as carefully as they would spend their own. Members of the University community must also comply with University policies relating to travel and entertainment expenses.

Standard 7.4 – Personal Use of University Assets
No member of the University community shall convert assets of the University to private business or personal gain. All University property shall be used and business shall be conducted in a manner designed to further the University's interest rather than the personal interest of individual Members. Members of the University community are prohibited from the unauthorized use, possession or control of the University's equipment, supplies, materials, or services. Prior to engaging in any activity during working hours, or the use of the University's equipment, supplies, materials, or services, which will result in remuneration to a member of the University community, the Member must obtain the approval of the supervisor, appropriate business unit or other management of the University.

ADMINISTRATION AND APPLICATION OF THIS CODE OF CONDUCT
The University expects each person to whom this Code of Conduct applies – from new hire to the Chair of the Board of Trustees – to abide by the Principles and Standards set forth herein and to conduct the business and affairs of and with the University in a manner consistent with the statement of principles set forth herein.
Because this obligation is owed by every member of the University community to every Member, all Members of the University Community are expected to report any activity or practice that may violate any Applicable Rule to their supervisor, the Chief Compliance Officer, University Counsel, or the Compliance Hotline available by phone or by web:
866-358-1010 (toll free)
or
https://secure.ethicspoint.com/domain/en/report_custom.asp?clientid=14030
Reports so made will be kept confidential, and the reporter acting in good faith will be protected from any retaliation.

Failure to abide by this Code of Conduct or the guidelines for behavior which the Code of Conduct represents may lead to disciplinary action. For departures from this Code of Conduct, the University will consider relevant facts and circumstances, including, but not limited to, the extent to which the behavior was contrary to the express language or general intent of this Code, the egregiousness of the behavior, the employee's history with the University, and other factors which the University deems relevant; and the University will recognize that those in positions of greater responsibility for the University owe a greater obligation, not less, to observance of the Code.

Discipline for failure to abide by the Code of Conduct may, in the University's discretion, range from oral reprimand to termination, and include formal corrective action and discipline. Appeals from any adverse personnel action taken under this Code shall be taken in accordance with the Grievance/Complaint Resolution process set forth in Human Resources Policy No. HR-14 (below). In the event that an employee or agent is covered by the terms of a collective bargaining agreement, discipline shall be in accordance with the provisions of the collective bargaining agreement.

Nothing in this Code of Conduct is intended to or shall be construed as providing any additional employment or contract rights to any member of the University community. While the University will generally attempt to communicate changes concurrent with or prior to the implementation of such changes, the University has the right to modify, amend or alter this Code of Conduct without notice to any member of the University community.
See:
Whistleblower Policy 
Grievance/Complaint Resolution Policy

Directory of Officers
Chief Compliance Officer
Laure Bachich Ergin
215-895-2427
laure@drexel.edu
 
Chief Privacy Officer
Edward G. Longazel
215-762-2023
Edward.Longazel@drexelmed.edu

FERPA Officer
Joseph J. Salomone
215-895-4948
Registrar@drexel.edu
 
Ombudsman
Richard L. Rosen, Ph.D.
215-895-6697 or 2465
rosenrl@drexel.edu
 
General Counsel
Michael J. Exler
215-895-6488
exler@drexel.edu
 
Vice President for Internal Audit
James K. Seaman
215-895-6012
jks35@drexel.edu   
Interim Vice Provost for Research
Kenny J. Simansky, Ph.D.
215-895-6091
blank@drexel.edu